Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement

On February 12, 2018, Carbonite, Inc. (the “Company”) entered into a definitive Master Acquisition Agreement (the “Agreement”) with EMC Corporation (“EMC”), Mozy, Inc. (“Mozy”) and Dell Technologies Inc. pursuant to which the Company will acquire all of the issued and outstanding capital stock of Mozy, a cloud backup service for consumers and businesses, and certain related business assets owned by EMC or its affiliates, for a purchase price of $145.8 million in cash, subject to potential adjustments for working capital. The Company expects the acquisition to close during the first quarter of 2018.

The Agreement contains customary representations, warranties, covenants and indemnities, including a covenant of the Company to use its reasonable best efforts to obtain debt financing for the transaction in accordance with the terms of a commitment letter for a $120.0 million revolving credit facility. Consummation of the transaction is also subject to various conditions, including receipt of governmental approvals and other customary closing conditions. The Agreement contains termination rights, including a right for either party to terminate the Agreement if the closing shall not have occurred on or before July 1, 2018, subject to certain conditions.

Item 2.02

Results of Operations and Financial Condition

On February 13, 2018, Carbonite, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2017. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished under this Item 2.02, including Exhibit 99.1 incorporated by reference herein, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01

Regulation FD Disclosure

In connection with the issuance of the press release attached hereto as Exhibit 99.1, the Company is holding a public conference call and webcast on February 13, 2018, at 5:30 p.m. ET, during which the Company will provide the investor presentation attached as Exhibit 99.2 to this Current Report. The presentation will also be posted on the investor relations portion of the Company’s website.

The information furnished under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 incorporated by reference herein, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized on February 13, 2018.

CARBONITE, INC.

By:

/s/ Danielle Sheer

Name:

Danielle Sheer

Title:

General Counsel

Exhibit

Exhibit 99.1

Carbonite Announces Fourth Quarter and Full Year 2017 Financial Results

FY 2017 Revenue Growth of 16% with Expanding Profitability

Announces Agreement to Acquire Mozy, Inc. from Dell Technologies Inc.

BOSTON, MA - February 13, 2018 - Carbonite, Inc. (NASDAQ: CARB), a leader in data protection, today announced financial results for the quarter and full year ended December 31, 2017. The Company also announced it has entered into a definitive agreement to acquire Mozy, Inc. ("Mozy") from a subsidiary of Dell Technologies Inc. The deal expands Carbonite’s customer base and better positions Carbonite to offer its data protection platform to every segment of the market.

“We are thrilled to announce the acquisition of Mozy,” said Mohamad Ali, President and CEO of Carbonite. “Carbonite’s competitive advantage is our flexible data protection platform, which serves every scenario, from backing up individual laptops to maintaining uptime for hundreds of business servers. This deal provides Mozy customers scalable options for the future and gives Carbonite a broader base to which we offer our solutions.”

The total purchase price for Mozy is $145.8 million in cash. The Company
will fund the transaction with existing cash and newly secured financing commitments in the form of a $120.0 million revolving credit facility. The credit agreement will allow the Company to borrow, as needed, for general corporate purposes, including acquisitions. The transaction is expected to close during the first quarter of 2018 and is subject to customary closing conditions and regulatory approvals. Barclays acted as financial advisor to the Company for the acquisition of Mozy. Stifel also acted as an advisor.

Full Year 2017 Highlights:

•

Revenue of $239.5 million increased 16% year-over-year.

•

Non-GAAP revenue of $246.1 million increased 18% year-over-year.1

•

Bookings of $245.9 million increased 17% year-over-year.2

•

Net loss per share was ($0.14), as compared to ($0.15) in 2016 (basic and diluted).

•

Non-GAAP net income per share was $0.82 (basic) and $0.79 (diluted), as compared to $0.61 (basic) and $0.60 (diluted) in 2016.4

“2017 was another successful year for Carbonite. We built and integrated the major elements of our leading data protection platform for businesses. We launched new programs and tools to better enable our partners, and again we were recognized for excellence in customer support. I am confident in our path forward and our ability to continue to execute the long-term strategic transformation we started just a few years ago,” said Mohamad Ali, President and CEO of Carbonite.

“We delivered solid bookings and revenue growth for the year and a meaningful increase in profitability. We remain focused on operational excellence, continuing to streamline the business and efficiently drive results. Our guidance for 2018 calls for balanced organic and inorganic growth with another significant increase in non-GAAP net income per share,” said Anthony Folger, CFO of Carbonite.

The Company uses a variety of operational and financial metrics, including non-GAAP financial measures, to evaluate its performance and financial condition. The accompanying financial data includes additional information regarding these metrics and a reconciliation of non-GAAP financial information to GAAP. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Fourth Quarter 2017 Results:

•

Revenue for the fourth quarter was $61.7 million, an increase of 15% from $53.5 million in the fourth quarter of 2016. Non-GAAP revenue for the fourth quarter was $62.8 million, an increase of 17% from $53.9 million in the fourth quarter of 2016.1

•

Bookings for the fourth quarter were $60.2 million, an increase of 11% from $54.0 million in the fourth quarter of 2016.2

•

Gross margin for the fourth quarter was 72.8%, compared to 72.2% in the fourth quarter of 2016. Non-GAAP gross margin was 77.6% in the fourth quarter, compared to 74.0% in the fourth quarter of 2016.3

•

Net loss for the fourth quarter was ($1.6) million, compared to net loss of ($0.7) million in the fourth quarter of 2016. Non-GAAP net income for the fourth quarter was $8.8 million, compared to non-GAAP net income of $3.3 million in the fourth quarter of 2016.4

•

Net loss per share for the fourth quarter was ($0.06) (basic and diluted), compared to net loss per share of ($0.02) (basic and diluted) in the fourth quarter of 2016. Non-GAAP net income per share was $0.31 (basic) and $0.30 (diluted) for the fourth quarter, compared to non-GAAP net income per share of $0.12 (basic and diluted) in the fourth quarter of 2016.4

•

Cash flow from operations for the fourth quarter was $13.9 million, compared to $9.8 million in the fourth quarter of 2016. Adjusted free cash flow for the fourth quarter was $9.7 million, compared to $6.9 million in the fourth quarter of 2016.5

Full Year 2017 Results:

•

Revenue for the full year was $239.5 million, an increase of 16% from $207.0 million in 2016. Non-GAAP revenue for the full year was $246.1 million, an increase of 18% from $209.3 million in 2016.1

•

Bookings for the full year were $245.9 million, an increase of 17% from $209.3 million in 2016.2

•

Gross margin for the full year was 70.7%, compared to 70.6% in 2016. Non-GAAP gross margin was 75.5% in the full year, compared to 72.6% in 2016.3

•

Net loss for the full year was ($4.0 million), compared to a net loss of ($4.1 million) in 2016. Non-GAAP net income for the full year was $22.8 million, compared to non-GAAP net income of $16.4 million in 2016.4

•

Net loss per share for the full year was ($0.14) (basic and diluted), compared to a net loss per share of ($0.15) (basic and diluted) in 2016. Non-GAAP net income per share was $0.82 (basic) and $0.79 (diluted) for the full year, compared to non-GAAP net income per share of $0.61 (basic) and $0.60 (diluted) in 2016.4

•

Total cash and cash equivalents were $128.2 million as of December 31, 2017, compared to $59.2 million as of December 31, 2016.

•

Cash flow from operations for the full year was $31.3 million, compared to $13.2 million in 2016. Adjusted free cash flow for the full year was $20.2 million, compared to $18.2 million in 2016.5

Bookings represent the aggregate dollar value of customer subscriptions and software arrangements, which may include multiple revenue elements, such as software licenses, hardware, professional services and post-contractual support, received during a period and are calculated as revenue recognized during a particular period plus the change in total deferred revenue, excluding deferred revenue recorded in connection with acquisitions and divestitures, net of foreign exchange during the same period.

Adjusted free cash flow is calculated by subtracting the cash paid for the purchase of property and equipment and adding the payments related to acquisitions, restructuring, litigation and the cash portion of the lease exit charge from net cash provided by operating activities.

Business Outlook

Based on the information available as of February 13, 2018, Carbonite expects the following for the first quarter and full year of 2018:

First Quarter 2018:

Current Guidance

(2/13/2018)

GAAP Revenue

$61.7 - $63.7 million

Non-GAAP Revenue

$63.0 - $65.0 million

Non-GAAP Net Income Per Share

$0.20 - $0.24

Full Year 2018:

Current Guidance(2/13/2018)

Business Bookings

$223.8 - $234.8 million

Consumer Bookings Y/Y Growth

5% - 15% growth

GAAP Revenue

$294.0 - $304.0 million

Non-GAAP Revenue

$302.5 - $312.5 million

Non-GAAP Net Income Per Share (Diluted)

$1.45 - $1.55

Non-GAAP Gross Margin

76.0% - 77.0%

Adjusted Free Cash Flow

$32.0 - $38.0 million

The guidance provided above reflects the estimated impact of ASC 606, which Carbonite is adopting in the first quarter of 2018. Carbonite’s expectations of non-GAAP net income per share for the first quarter and full year of 2018 excludes the impact of purchase accounting adjustments on acquired deferred revenue, amortization expense on intangible assets, stock-based compensation expense, litigation-related expense, restructuring-related expense, non-cash convertible debt interest expense, and the income tax effect of non-GAAP adjustments. Non-GAAP net income per share assumes an effective tax rate of 11% for the full year of 2018. Non-GAAP net income per share assumes fully-diluted weighted average shares outstanding of approximately 29.7 million for the first quarter and 29.9 million for the full year of 2018.

Conference Call and Webcast Information

In conjunction with this announcement, Carbonite will host a conference call on Tuesday, February 13, 2018 at 5:30 p.m. ET to review the results. This call will be webcast live and can be found in the investor relations section of the Company's website at http://investor.carbonite.com. The conference call can also be accessed by dialing (877) 303-1393 in the United States or (315) 625-3228 internationally with the passcode 1669107.

Following the completion of the call, a recorded replay will be available on the Company’s website, http://investor.carbonite.com, under “Events & Presentations”.

The Company believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and ordinary results of operations. The Company’s management uses these non-GAAP measures to compare the Company’s performance to that of prior periods and uses these measures in financial reports prepared for management and the Company’s board of directors. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other software-as-a-service companies, many of which present similar non-GAAP financial measures to investors.

The Company does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant items that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management. The Company urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures provided in the tables at the end of this press release, and not to rely on any single financial measure to evaluate the Company’s business.

With respect to our expectations under "Business Outlook" above, the Company has not reconciled non-GAAP net income per share to net (loss) income per share in this press release because we do not provide guidance for stock-based compensation expense, litigation-related expense, acquisition-related expense, amortization expense on intangible assets, non-cash convertible debt interest expense, and the income tax effect of non-GAAP adjustments as we are unable to quantify certain of these amounts that would be required to be included in the GAAP measure without unreasonable efforts. In addition, the Company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

Cautionary Language Concerning Forward-Looking Statements

Certain matters discussed in this press release, including under “Business Outlook,” have "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements will include words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "would" or words of similar import. Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, our ability to complete the acquisition of Mozy, our ability to integrate Mozy into our operations and achieve the expected benefits of the acquisition, our ability to profitably attract new customers and retain existing customers, our dependence on the market for cloud backup services, our ability to manage growth, changes in economic or regulatory conditions or other trends affecting the Internet and the information technology industry, and those discussed in the section titled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission (the "SEC"), which is available on www.sec.gov, and elsewhere in any subsequent periodic or current reports filed by us with the SEC. Except as required by applicable law, we do not undertake any obligation to update our forward-looking statements to reflect future events, new information or circumstances.

About Carbonite

Carbonite provides a robust Data Protection Platform for businesses, including backup, disaster recovery, high availability and workload migration technology. The Carbonite Data Protection Platform supports any size business, in locations around the world with secure and scalable global cloud infrastructure. To learn more visit www.Carbonite.com.

carbonite.com 2
Safe Harbor Statement
Certain matters discussed in these slides and accompanying oral presentation have "forward-looking statements" intended to qualify for the safe
harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be
identified as such because the context of such statements will include words such as "anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "plan," "potential," "predict," "project," "should," "will," "would" or words of similar import. Similarly, statements that describe the
Company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to risks, uncertainties
and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or
implied by such forward-looking statements. Factors that could cause or contribute to such differences include,
but are not limited to, our ability to
profitably attract new customers and retain existing customers, our dependence on the market for cloud backup services, our ability to manage
growth, changes in economic or regulatory conditions or other trends affecting the Internet and the information technology industry, and those
discussed in the section titled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the
Securities and Exchange Commission (the "SEC"), which is available on www.sec.gov, and elsewhere in any subsequent periodic or current reports
filed by us with the SEC. Except as required by applicable law, we do not undertake any obligation to update our forward-looking statements to
reflect future events, new information or circumstances.
This presentation contains non-GAAP financial measures including, but not limited to, Bookings, non-GAAP Revenue, non-GAAP Gross Margin,
non-GAAP Net Income and non-GAAP Net Income Per Share, and Adjusted Free Cash Flow. A reconciliation to GAAP can be found in the financial
schedules included in our most recent earnings press release located on Carbonite’s website, http://investor.carbonite.com, in the Company’s filings
or with the SEC at www.sec.gov. The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or
superior to, the financial information prepared and presented in accordance with GAAP.

carbonite.com 4
Definitions of non-GAAP Measures
Bookings: Bookings represent the aggregate dollar value of customer subscriptions and software arrangements, which may include multiple revenue elements, such as software
licenses, hardware, professional services and post-contractual support, received during a period and are calculated as revenue recognized during a particular period plus the change in
total deferred revenue, excluding deferred revenue recorded in connection with acquisitions and divestitures, net of foreign exchange during the same period.
Non-GAAP revenue: Excludes the impact of purchase accounting adjustments in connection with acquisitions.
Non-GAAP gross margin: Excludes the impact of purchase accounting adjustments on acquired deferred revenue, amortization expense on intangible assets, stock-based
compensation expense, acquisition-related expense and intangible asset impairment charges.
Non-GAAP net income and non-GAAP net income per share: Non-GAAP net income and non-GAAP net income per share excludes the impact of purchase accounting
adjustments on acquired deferred revenue, amortization expense on intangible assets, stock-based compensation expense, litigation-related expense, restructuring-related expense,
acquisition-related expense, intangible asset impairment charges, non-cash convertible debt interest expense and the income tax effect of non-GAAP adjustments.
Adjusted Free cash flow: Adjusted free cash flow is calculated by subtracting the cash paid for the purchase of property and equipment and adding the payments related to
acquisitions, restructuring, litigation and the cash portion of the lease exit charge from net cash provided by operating activities.
For a full reconciliation of GAAP to non-GAAP, please visit the investor relations portion of the Carbonite web site – investor.carbonite.com

carbonite.com 6
Transaction Details
The Deal Acquiring Mozy, Inc. from a subsidiary of
Dell Technologies Inc.
Purchase Price $145.8 million in cash
Source of Funds Financed through cash on-hand and new
$120 million revolving credit facility
Transaction Closing Expected to close later in Q1 2018
Subject to customary closing conditions and regulatory approval

carbonite.com 10
2018: one solution, easy to consume & world’s best support
One solution across
all systems
Exceptional support
before, during and
after an outage
From physical to virtual,
legacy systems and cloud
Easy to consume via
single API and UX
Easy to configure, operate,
test, fail over and fail back
24x7 support, ensuring tests
successful, recovery smooth
2017 Gold Stevie Awards for
Contact Center of the year
and Customer Service
Leader of the Year

carbonite.com 11
Carbonite Recover – Disaster-Recovery-as-a-Service

carbonite.com 12
Summary Q4 Financial Results
Q4 2017 Outlook Q4 2017 Results
GAAP Revenue $61.5 M to $63.5 M $61.7 M (+15% YoY)
Non-GAAP Revenue $63.0 M to $65.0 M $62.8 M (+17% YoY)
GAAP Net Loss Per Share Not guided $(0.06)
Non-GAAP Net Income Per Share
(Basic / Diluted)
$0.27 to $0.31 $0.31 /$0.30
Consumer Bookings YoY Growth Not guided $19.4 M (-4% YoY)
Business Bookings Not guided $40.8 M (+20% YoY)
Non-GAAP Gross Margin Not guided 77.6%
Adjusted Free Cash Flow Not guided $9.7 M
*With respect to expectations under “Q4 2017 Outlook" above, the Company has not reconciled non-GAAP net income per share to net income (loss) per share because we do not provide guidance for stock-based compensation expense, litigation-related expense,
restructuring-related expense, acquisition-related expense, amortization expense on intangible assets and the income tax effect of non-GAAP adjustments as we are unable to quantify certain of these amounts that would be required to be included in the GAAP
measure without unreasonable efforts. In addition, the Company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors.
Source: SEC Filings; For a full reconciliation of GAAP to non-GAAP, please visit the investor relations portion of the Carbonite web site – investor.carbonite.com

carbonite.com 13
Summary FY 2017 Financial Results
FY 2017 Outlook FY 2017 Results
GAAP Revenue $239.2 M to $241.2 M $239.5 M (+16% YoY)
Non-GAAP Revenue $246.3 M to $248.3 M $246.1 M (+18% YoY)
GAAP Net Loss Per Share Not guided $(0.14)
Non-GAAP Net Income Per Share
(Basic / Diluted)
$0.76 to $0.80 $0.82 / $0.79
Consumer Bookings (10%) to 0% growth $81.8 M (-4% YoY)
Business Bookings $163.8 M to $168.8 M $164.1 M (+32% YoY)
Non-GAAP Gross Margin ~75.0% 75.5%
Adjusted Free Cash Flow $16.0 M to $20.0 M $20.2 M
*With respect to expectations under “FY 2017 Outlook" above, the Company has not reconciled non-GAAP net income per share to net income (loss) per share because we do not provide guidance for stock-based compensation expense, litigation-related expense,
restructuring-related expense, acquisition-related expense, amortization expense on intangible assets and the income tax effect of non-GAAP adjustments as we are unable to quantify certain of these amounts that would be required to be included in the GAAP
measure without unreasonable efforts. In addition, the Company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors.
Source: SEC Filings; For a full reconciliation of GAAP to non-GAAP, please visit the investor relations portion of the Carbonite web site – investor.carbonite.com

carbonite.com 18
2018 Expected Financial Impact* – Mozy
FY 2018
Expected Mozy Contribution
Bookings** $50.0 M to $55.0 M
Non-GAAP Revenue $40.0 M to $45.0 M
Non-GAAP Net Income Per Share (Diluted) ~$0.25
*With respect to our expectations above, the Company has not reconciled non-GAAP net income per share to net income (loss) per share because we do not provide guidance for stock-based compensation expense, litigation-related expense, restructuring-related
expense, acquisition-related expense, amortization expense on intangible assets, non-cash convertible debt interest expense, and the income tax effect of non-GAAP adjustments as we are unable to quantify certain of these amounts that would be required to be
included in the GAAP measure without unreasonable efforts. In addition, the Company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors.
Source: SEC Filings; For a full reconciliation of GAAP to non-GAAP, please visit the investor relations portion of the Carbonite web site – investor.carbonite.com
**Expect approximately 85% of bookings are business bookings

carbonite.com 19
Business Outlook (as of February 13, 2018)*
Q1 2018
Outlook
FY 2018
Outlook
Growth at
midpoint
(YoY)
GAAP Revenue $61.7 M to $63.7 M $294.0 M to $304.0 M +25%
Non-GAAP Revenue $63.0 M to $65.0 M $302.5 M to $312.5 M +25%
Non-GAAP Net Income Per Share (Diluted) $0.20 to $0.24 $1.45 to $1.55 +90%
Business Bookings Not guided $223.8 M to $234.8 M +40%
Consumer Bookings YoY Growth Not guided 5% to 15% growth +1,000 Bps
Non-GAAP Gross Margin Not guided 76.0% to 77.0% +100 Bps
Adjusted Free Cash Flow Not guided $32.0 M to $38.0 M +73%
*With respect to our expectations under "Business Outlook" above, the Company has not reconciled non-GAAP net income per share to net income (loss) per share because we do not provide guidance for stock-based compensation expense, litigation-related expense,
restructuring-related expense, acquisition-related expense, amortization expense on intangible assets, non-cash convertible debt interest expense, and the income tax effect of non-GAAP adjustments as we are unable to quantify certain of these amounts that would
be required to be included in the GAAP measure without unreasonable efforts. In addition, the Company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors.
Source: SEC Filings; For a full reconciliation of GAAP to non-GAAP, please visit the investor relations portion of the Carbonite web site – investor.carbonite.com

carbonite.com 20
Carbonite ASC 606 Impact
• Minimal impact, majority of revenue is SaaS
• Revenue from term licenses and certain MSP
arrangements currently recognized ratably will now be
primarily recognized upfront
Revenue
Profitability • Commissions and third-party referral fees were expensed
in period will now be recognized ratably over multiple
periods
• The actual impact of the adoption of ASC 606 will depend
on the timing and mix of our 2018 bookings